a50055871.htm
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q
 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended October 2, 2011
 
OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 
For the transition period from ________ to ________

 
Commission file number 0-01097

THE STANDARD REGISTER COMPANY
(Exact name of registrant as specified in its charter)

OHIO
31-0455440
(State or other jurisdiction of
(I.R.S. Employer
Incorporation or organization)
Identification No.)
   
600 ALBANY STREET, DAYTON OHIO
45417
          (Address of principal executive offices)
(Zip Code)
   
(937) 221-1000
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No [  ]
 
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes [X]   No [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)
Smaller reporting company [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes [  ]   No [X]
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding as of October 2, 2011
Common stock, $1.00 par value
 
24,363,671 shares
Class A stock, $1.00 par value
 
 4,725,000 shares
 
 
 

 
 
THE STANDARD REGISTER COMPANY
FORM 10-Q
For the Quarter Ended October 2, 2011
 
INDEX
 
 
Page
 
     
   
         
   
a)
 
     
3
         
   
b)
 
     
4
         
   
c)
 
     
6
         
   
d)
7
         
 
16
        and Results of Operations  
         
 
25
     
 
25
         
         
 
         
 
25
     
 
25
     
 
25
     
 
25
     
 
25
     
 
25
     
 
26
     
26
 
 
 

 
 
 
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
 
THE STANDARD REGISTER COMPANY
 
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 
(Dollars in thousands, except per share amounts)
 
                         
   
13 Weeks Ended
   
39 Weeks Ended
 
   
October 2,
   
October 3,
   
October 2,
   
October 3,
 
   
2011
   
2010
   
2011
   
2010
 
REVENUE
                       
  Products
  $ 135,638     $ 139,834     $ 419,296     $ 424,025  
  Services
    21,905       23,754       67,421       71,668  
     Total revenue
    157,543       163,588       486,717       495,693  
COST OF SALES
                               
  Products
    97,302       97,258       294,306       292,775  
  Services
    13,982       14,553       41,616       45,814  
     Total cost of sales
    111,284       111,811       335,922       338,589  
GROSS MARGIN
    46,259       51,777       150,795       157,104  
OPERATING EXPENSES
                               
  Selling, general, and administrative
    51,071       49,276       155,404       153,929  
  Pension settlements and postretirement plan amendment
    (20,239 )     -       (19,786 )     -  
  Environmental remediation
    69       (803 )     69       (803 )
  Restructuring and other exit costs
    112       32       (65 )     1,490  
      Total operating expenses
    31,013       48,505       135,622       154,616  
INCOME FROM OPERATIONS
    15,246       3,272       15,173       2,488  
OTHER INCOME (EXPENSE)
                               
  Interest expense
    (630 )     (626 )     (1,774 )     (1,617 )
  Other income
    60       11       558       203  
    Total other expense
    (570 )     (615 )     (1,216 )     (1,414 )
INCOME BEFORE INCOME TAXES
    14,676       2,657       13,957       1,074  
INCOME TAX EXPENSE
    6,257       1,276       5,913       616  
                                 
NET INCOME
  $ 8,419     $ 1,381     $ 8,044     $ 458  
                                 
BASIC AND DILUTED INCOME PER SHARE
  $ 0.29     $ 0.05     $ 0.28     $ 0.02  
                                 
Dividends per share declared for the period
  $ 0.05     $ 0.05     $ 0.15     $ 0.15  
                                 
NET INCOME
  $ 8,419     $ 1,381     $ 8,044     $ 458  
Net actuarial loss reclassification, net of ($3,956), ($1,903),
                               
   ($8,945), and ($5,706) deferred income tax benefit
    6,006       2,888       13,581       8,663  
Net prior service credit reclassification, net of $10,024, $398
                               
   and $10,998, $1,193 deferred income tax expense
    (15,218 )     (604 )     (16,697 )     (1,811 )
Prior service credit, net of ($2,015) deferred income tax benefit
    3,059       -       3,059       -  
Net actuarial gains, net of $48 and $11 deferred income tax expense
    74       -       17       -  
Cumulative translation adjustment
    (136 )     (14 )     (137 )     (45 )
                                 
COMPREHENSIVE INCOME
  $ 2,204     $ 3,651     $ 7,867     $ 7,265  
                                 
                                 
See accompanying notes.
                   
 
 
3

 
 
 
CONSOLIDATED BALANCE SHEETS
 
(Dollars in thousands)
 
             
             
             
   
October 2,
   
January 2,
 
A S S E T S
 
2011
   
2011
 
             
CURRENT ASSETS
           
  Cash and cash equivalents
  $ 514     $ 531  
  Accounts and notes receivable, less allowance for doubtful
               
   accounts of $3,018 and $2,816
    109,811       122,308  
  Inventories
    29,814       29,253  
  Deferred income taxes
    11,991       11,991  
  Prepaid expense
    10,926       8,962  
      Total current assets
    163,056       173,045  
                 
                 
PLANT AND EQUIPMENT
               
  Land
    1,919       2,221  
  Buildings and improvements
    65,058       65,111  
  Machinery and equipment
    180,079       181,808  
  Office equipment
    167,549       165,600  
  Construction in progress
    2,799       1,431  
      Total
    417,404       416,171  
      Less accumulated depreciation
    347,197       342,022  
      Plant and equipment, net
    70,207       74,149  
   Net assets held for sale
    324       -  
      Total plant and equipment, net
    70,531       74,149  
                 
                 
OTHER ASSETS
               
  Goodwill
    7,456       6,557  
  Intangible assets, net
    7,295       2,265  
  Deferred tax asset
    97,482       102,996  
  Other
    8,296       10,819  
      Total other assets
    120,529       122,637  
                 
      Total assets
  $ 354,116     $ 369,831  
 
See accompanying notes.
 
 
4

 
 
 
CONSOLIDATED BALANCE SHEETS
 
(Dollars in thousands)
 
             
             
             
   
October 2,
   
January 2,
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
2011
   
2011
 
             
CURRENT LIABILITIES
           
  Current portion of long-term debt
  $ 1,304     $ 1,467  
  Accounts payable
    34,940       34,110  
  Accrued compensation
    14,929       15,056  
  Accrued restructuring and other exit costs
    521       1,689  
  Deferred revenue
    5,844       2,225  
  Other current liabilities
    22,805       24,216  
      Total current liabilities
    80,343       78,763  
                 
LONG-TERM LIABILITIES
               
  Long-term debt
    47,769       42,926  
  Pension benefit obligation
    161,703       185,174  
  Retiree healthcare obligation
    -       4,931  
  Deferred compensation
    5,514       6,306  
  Environmental liabilities
    3,661       3,823  
  Other long-term liabilities
    3,684       3,060  
      Total long-term liabilities
    222,331       246,220  
                 
COMMITMENTS AND CONTINGENCIES - see Note 12
               
                 
SHAREHOLDERS' EQUITY
               
  Common stock, $1.00 par value:
               
    Authorized 101,000,000 shares
               
    Issued 26,377,991 and 26,227,199 shares
    26,378       26,227  
  Class A stock, $1.00 par value:
               
    Authorized 9,450,000 shares
               
    Issued - 4,725,000
    4,725       4,725  
  Capital in excess of par value
    65,032       63,401  
  Accumulated other comprehensive losses
    (143,077 )     (142,900 )
  Retained earnings
    148,609       143,562  
  Treasury stock at cost:
               
    2,014,320 and 1,996,952 shares
    (50,225 )     (50,167 )
     Total shareholders' equity
    51,442       44,848  
                 
     Total liabilities and shareholders' equity
  $ 354,116     $ 369,831  
                 
                 
See accompanying notes.
         
 
 
5

 
 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Dollars in thousands)
 
             
   
39 Weeks Ended
   
39 Weeks Ended
 
   
October 2,
   
October 3,
 
   
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
  Net income
  $ 8,044     $ 458  
  Adjustments to reconcile net income to net
               
      cash provided by operating activities:
               
    Depreciation and amortization
    15,884       17,840  
    Restructuring charges
    (65 )     1,490  
    Pension and postretirement benefit (income) expense
    (5,948 )     10,563  
    Share-based compensation
    1,647       1,292  
    Deferred tax expense
    5,546       139  
    Other
    793       563  
  Changes in operating assets and liabilities, net of acquisition:
               
      Accounts and notes receivable
    12,561       (1,340 )
      Inventories
    (561 )     3,602  
      Restructuring spending
    (1,103 )     (4,361 )
      Accounts payable and accrued expenses
    (57 )     1,438  
      Pension and postretirement benefit obligations
    (23,207 )     (20,420 )
      Deferred compensation payments
    (438 )     (1,793 )
      Other assets and liabilities
    3,514       1,456  
        Net cash provided by operating activities
    16,610       10,927  
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
  Additions to plant and equipment
    (12,022 )     (6,458 )
  Acquisition, net of cash received
    (4,905 )     (2,460 )
  Proceeds from sale of plant and equipment
    40       164  
        Net cash used in investing activities
    (16,887 )     (8,754 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
  Net change in borrowings under revolving credit facility
    5,772       1,291  
  Principal payments on long-term debt
    (1,091 )     (1,124 )
  Proceeds from issuance of common stock
    136       144  
  Dividends paid
    (4,380 )     (4,356 )
  Purchase of treasury stock
    (58 )     (34 )
        Net cash provided by (used in) financing activities
    379       (4,079 )
                 
Effect of exchange rate changes on cash
    (119 )     (22 )
                 
 NET DECREASE IN CASH AND CASH EQUIVALENTS
    (17 )     (1,928 )
 Cash and cash equivalents at beginning of period
    531       2,404  
 CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 514     $ 476  
                 
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
         
Capital lease recorded for equipment
  $ -     $ 4,384  
Loan payable recorded for professional services
    -       1,598  
                 
See accompanying notes.
               
 
 
6

 
 
THE STANDARD REGISTER COMPANY
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(Dollars in thousands, except per share amounts)
 

NOTE 1 – BASIS OF PRESENTATION
 
The accompanying consolidated financial statements include the accounts of The Standard Register Company and its wholly-owned subsidiaries (collectively, the Company) after elimination of intercompany transactions, profits, and balances.  The consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and notes required for complete annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended January 2, 2011 (Annual Report).
 
In our opinion, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation have been included.  The results for interim periods are not necessarily indicative of trends or of results to be expected for a full year.
 
Certain prior-year amounts have been reclassified to conform to the current-year presentation.
 
NOTE 2 – RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS
 
In 2011, we adopted Accounting Standards Update (ASU) 2009-13 which amended the revenue recognition standards related to non-software multiple-element revenue arrangements. The standard requires the allocation of the overall consideration to each deliverable based on its estimated selling price in the absence of other objective evidence of selling prices and expands the required disclosures for multiple-element arrangements.  The standard permitted retrospective or prospective adoption, and we elected prospective adoption for revenue arrangements entered into or materially modified beginning in fiscal 2011.  Adoption of this standard did not have a material impact on our consolidated results of operation, financial position, or cash flows.
 
NOTE 3 – REVENUE RECOGNITION
 
When a customer arrangement involves multiple deliverables, we evaluate all deliverables to determine whether they represent separate units of accounting, allocate the arrangement consideration to the separate units, and recognize revenue in accordance with generally accepted accounting principles for revenue recognition.  We have one type of non-software multiple-element arrangement which consists of three deliverables: custom-printed products, warehousing services, and custom-delivery services.  Under this type of an arrangement, we provide warehousing and custom-delivery services for customers who want just-in-time delivery of custom-printed products.
 
For the majority of our contractual arrangements, at the customer’s request we print and store custom-printed products that remain in our inventory until the customer’s specified future delivery.  For these arrangements, title and risk of ownership for these products remains with us until the product is shipped to the customer.  Therefore, the product is considered to be delivered last, and the customer is invoiced when the product is delivered to the customer.
 
Under certain other contractual arrangements, at the customer’s request we print and store the custom-printed products for the customer’s specified future delivery.  Such products are stored in our warehouses and are not used to fill other customers’ orders.  For these products, manufacturing is complete, the finished product is not included in our inventory, and title and risk of loss have transferred to the customer.  In these transactions, the customer is invoiced under normal billing and credit terms when the product is placed in the warehouse for storage.  As such, the product is considered to be delivered first and warehousing and custom-delivery services are delivered last.
 
Fees for warehousing and custom-delivery services are often bundled into the price of the products and are therefore invoiced when the product is considered delivered.  However, if requested by the customer, these fees may also be invoiced separately as the services are performed.
 
Multiple-element arrangements entered into or materially modified beginning in 2011
 
For arrangements entered into or materially modified beginning in fiscal 2011, we determine whether each deliverable in the arrangement represents a separate unit of accounting based on the following criteria:
 
 
Whether the delivered item has value to the customer on a standalone basis; and
 
If the arrangement includes a general right of return relative to the delivered item, whether delivery or performance of the undelivered item is considered probable and is substantially in our control.
 
 
7

 
 
We then allocate the consideration received to each deliverable in the arrangement based on the relative selling prices of each deliverable.
 
Determination of selling prices
 
Selling prices are determined based on the following hierarchy: vendor-specific objective evidence of fair value (VSOE), third-party evidence of selling price (TPE), or best estimate of selling price (ESP).  For each deliverable, we review historical sales data to determine if we have sufficient stand-alone sales that are within an acceptable range to establish VSOE.  VSOE is considered established if 80% of stand-alone sales are within +/-15% of the median sales price.  Available third-party evidence is evaluated to determine if TPE can be established for items where VSOE does not exist.  In absence of VSOE and TPE, ESP is used.  Determining ESP requires significant judgment due to the nature of factors that must be considered and the subjectivity involved in determining the impact each of these factors should have on ESP.
 
Custom-printed products
 
Due to the variances in pricing for available stand-alone sales and custom nature of our products, VSOE or TPE cannot be established.  To develop ESP, we consider numerous internal and external factors including: internal cost experience for materials, labor, manufacturing and administrative costs; external pricing for similar products; level of  market competition and potential for market share gain; stage in the product life cycle; industry served; profit margins; current market conditions; length of typical agreements; and anticipated volume.
 
Warehousing services
 
VSOE cannot be established for warehousing services, as we generally do not sell these services separately.  Although some third-party evidence is readily available for certain aspects of our warehousing services, an adequate amount of data for services similar to our offering is not available to establish TPE.  ESP is developed by utilizing a pricing process which considers the following internal and external factors: cost driver activity such as full versus partial carton shipments, storage space utilized, type of product stored, and shipping frequency; internal cost experience; profit margins; volume-related discounts; current market conditions; and to a lesser degree, pricing from third-party providers when available.
 
Custom-delivery services
 
For custom-delivery services, no stand-alone sales are available as we do not sell these services separately; therefore, VSOE cannot be established.  TPE is developed by utilizing individual pricing templates for each customer.  The pricing templates consider profit margins, volume, and expected shipping addresses for the customer applied to a freight rate table that is developed from negotiated rates with our third-party logistics partners.
 
Timing of revenue recognition
 
For arrangements where warehousing and custom-delivery services are delivered last, revenue allocated to the product is recognized when it is placed in the warehouse for storage.  Revenue allocated to warehousing and custom-delivery services is recognized as the services are performed.
 
For arrangements where the product is delivered last, revenue allocated to the product is recognized when shipped from the warehouse to the customer.  Revenue allocated to warehousing and distribution services is recognized as the services are performed.
 
Multiple-element arrangements entered into prior to 2011
 
Arrangements entered into prior to 2011 continue to be accounted for in accordance with the revenue recognition standards effective prior to 2011.  Under previous revenue recognition guidance, deliverables represent separate units of accounting if the following criteria are met:
 
 
The delivered item has value to the customer on a standalone basis;
 
Objective and reliable evidence exists for the fair value of the undelivered item; and
 
If the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and is substantially in our control.
 
We previously determined that objective and reliable evidence of fair value exists for the warehousing and custom-delivery services but not for the products due to the custom nature of our printed products and lack of consistent pricing in stand-alone sales.  Accordingly, in customer arrangements where warehousing and delivery services are delivered last, we utilize the residual method to allocate arrangement consideration to the products based on the fair value of the warehousing and delivery services and recognize revenue for the product when placed in the warehouse.  Revenue allocated to warehousing and delivery services is recognized as the services are performed.
 
 
8

 
 
In arrangements where the products are delivered last, we are unable to allocate arrangement consideration to the deliverables due to the lack of objective evidence of fair value for the products.  Therefore, the arrangement is recognized as a single unit of accounting, and all revenue is recognized when the products are delivered to the customer.
 
Changes in revenue recognition as a result of adopting ASU 2009-13
 
For arrangements entered into or materially modified in 2011, we continue to recognize custom-printed products, warehousing services, and custom-delivery services as separate units of accounting for arrangements where warehousing and delivery services are delivered last.  For arrangements where custom-printed products are delivered last, we previously accounted for these arrangements as one unit of accounting and recognized the arrangement consideration as product revenue.  Due to the establishment of ESP for the custom-printed products, we now recognize the products, warehousing services, and custom-delivery services as separate units of accounting.  This change resulted in an increase in reported services revenue in the accompanying Consolidated Statements of Income.
 
The pattern and timing of revenue recognition did not change for our arrangements where warehousing and delivery services are delivered last.  For arrangements where products are delivered last, we now recognize warehousing services as performed rather than as the product is delivered.  However, this change did not materially impact the timing of revenue recognition and is not expected to have a material effect in the near term.
 
NOTE 4 – ACQUISITIONS
 
On July 6, 2011, we acquired 100% of the ownership interest in iMedConsent, LLC (dba Dialog Medical).  Dialog Medical provides solutions for managing the patient informed consent process and will be operated as a wholly-owned subsidiary reporting through our Healthcare segment.  We believe this acquisition strengthens and broadens our leadership in the healthcare market and will enable us to help our customers advance their reputations by improving patient safety, compliance, critical patient communications and operational performance.
 
The total purchase price was $6,217 which includes $4,941 paid in cash, a $650 note payable to be paid over two years, and $626 of contingent consideration expected to be paid that is based upon achievement of certain revenue targets by Dialog Medical through July 6, 2013.   The maximum payout under the contingent arrangement is $2,000.
 
The acquisition was accounted for as a business combination; therefore, the identifiable assets acquired and liabilities assumed were recorded at their estimated fair values at the date of acquisition.  Except for the working capital adjustment required by the agreement, all values recorded for the acquisition are final.  The purchase price allocation consisted of: $5,389 for identifiable intangibles; $899 for goodwill; and ($71) in net working capital accounts.
 
Identifiable intangibles included: acquired software technology of $2,650, customer relationships of $2,610, and a trademark of $129.  The acquired software technology and trademark are being amortized on a straight-line basis over an estimated useful life of 7 years.  Customer relationships are being amortized on an accelerated basis over 8 years.  Goodwill, which was allocated to our Healthcare segment, primarily represents the value of the assembled workforce and expected synergies and other benefits that we believe will result from the acquisition.
 
Pro forma financial information and other disclosures have not been presented because the acquisition is not considered material to our consolidated financial position or results of operations.
 
 
9

 
 
NOTE 5 – RESTRUCTURING, OTHER EXIT COSTS, AND ASSETS HELD FOR SALE
 
The 2009 and 2008 restructuring plans and other exit activities are described in Note 4 to the Consolidated Financial Statements included in our Annual Report.  All related costs are included in restructuring and other exit costs in the accompanying Consolidated Statements of Income.
 
2009 Plans
 
Restructuring and other exit costs of $260 in 2011 and $1,409 in 2010 relate to costs required to be expensed as incurred, primarily for the termination of contracts and the relocation of equipment.  In addition, in 2011, we reversed $325 of involuntary termination costs primarily as result of lower than expected employee severance costs .
 
Components of 2009 restructuring and other exit costs consist of the following:
 
   
Total
   
Total
   
Cumulative
 
   
Expected
    Q3 2011    
To-Date
 
   
Costs
   
Expense
   
Expense
 
                     
Involuntary termination costs
  $ 3,150     $ -     $ 3,077  
Contract termination costs
    2,600       107       1,570  
Other associated exit costs
    8,600       5       8,147  
                         
Total
  $ 14,350     $ 112     $ 12,794  
 
A summary of the 2009 restructuring accrual activity is as follows:
 
   
Balance
   
Accrued
   
Incurred
   
Reversed
   
Balance
 
   
2010
   
in 2011
   
in 2011
   
in 2011
   
2011
 
                               
Involuntary termination costs
  $ 878     $ -     $ (358 )   $ (324 )   $ 196  
Contract termination costs
    811       108       (594 )     -       325  
                                         
      Total
  $ 1,689     $ 108     $ (952 )   $ (324 )   $ 521  
 
2008 Plans
 
Restructuring and other exit costs of $81 in 2010 primarily relate to contract termination costs that were required to be expensed as incurred.
 
Assets Held for Sale
 
As of October 2, 2011, the carrying value of a previous print facility in Houston, Texas met the criteria to be classified as held for sale; accordingly, we have classified it as Net Assets Held for Sale in the accompanying Consolidated Balance Sheets.
 
NOTE 6 – INCOME TAXES
 
The effective tax rates for the 13 and 39-week periods ending October 2, 2011 were 42.7% and 42.4% compared to 48.0% and 57.4% for the 13 and 39-week periods ending October 3, 2010.  The rates in 2010 were higher primarily due to the following factors: permanent differences related to the deductibility of executive compensation and higher state taxes related to gross margin-based taxes.
 
We review the potential future tax benefits of all deferred tax assets on an ongoing basis.  Our review includes consideration of historical and projected future operating results, reversals of existing deferred tax liabilities, tax planning strategies, and the eligible carryforward period of each deferred tax asset to determine whether a valuation allowance is appropriate.  Although realization is not assured, management believes it is more likely than not that all of the remaining deferred tax assets will be realized.  The amount of the deferred tax asset considered realizable; however, could be reduced in the near term if estimates of future taxable income are reduced.
 
 
10

 
 
NOTE 7 – EARNINGS PER SHARE

The number of shares outstanding for calculation of earnings per share (EPS) is as follows:
 
   
13 Weeks Ended
   
39 Weeks Ended
 
   
October 2,
   
October 3,
   
October 2,
   
October 3,
 
(Shares in thousands)
 
2011
   
2010
   
2011
   
2010
 
                         
Weighted average shares outstanding - basic
    29,080       28,933       29,035       28,906  
Effect of potentially dilutive securities
    124       1       164       34  
                                 
Weighted average shares outstanding - diluted
    29,204       28,934       29,199       28,940  
                                 
 
No outstanding options were included in the computation of diluted EPS for the 13-week and 39-week periods ending October 2, 2011 and October 3, 2010 because the exercise prices of the options were greater than the average market price at the end of the period; therefore, the effect would be anti-dilutive.
 
NOTE 8 – SHARE BASED COMPENSATION
 
In 2011, we adopted the 2011 Equity Incentive Plan, which provides for the granting of a maximum of 5,780,000 shares.  Awards in any form other than options or stock appreciation rights are counted as two shares for every one share actually issued.  The 2011 plan permits the grant of incentive or nonqualified stock options, restricted stock awards, performance share awards, and stock appreciation rights.  A committee of the Board of Directors (Committee) administers the plan and has the authority to determine the employees to whom awards will be made, the amount of the awards, and the other terms and conditions of the awards.  Key employees, including any executive officer or employee-director, and non-employee directors are eligible to receive awards under the plan.
 
The contractual term and exercise price for stock options granted under the plan are determined by the Committee.  However, the contractual term may not exceed 10 years, and the exercise price may not be lower than the fair market value of a share on the date of grant.  Options vest over periods determined when granted, generally four years, and are exercisable until the term expires.
 
Under the 2011 plan, shares subject to restricted stock award may be issued when the award is granted or at a later date.  The stock awards are subject to terms determined by the Committee, may have voting rights, and may include specified performance objectives.  The sale or transfer of these shares is restricted during the vesting period.  Recipients of restricted stock awards generally earn dividends during the vesting period that are paid only if the shares vest.
 
Total share-based compensation expense by type of award is as follows:
 
   
13 Weeks Ended
   
39 Weeks Ended
 
   
October 2,
   
October 3,
   
October 2,
   
October 3,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Nonvested stock awards, service based
  $ 124     $ 109     $ 373     $ 336  
Nonvested stock awards, performance based
    (9 )     86       233       204  
Stock options
    371       240       1,041       752  
Total share-based compensation expense
    486       435       1,647       1,292  
Income tax benefit
    193       173       654       513  
Net expense
  $ 293     $ 262     $ 993     $ 779  
                                 
 
Stock Options
 
The weighted-average fair value of stock options granted in 2011 was estimated at $1.64 per share, using the Black-Scholes option-pricing model.  Expense is being amortized on a straight-line basis over a 4-year vesting period.  The significant assumptions used to estimate the fair value of options granted are as follows:
 
   
Risk-free interest rate
1.4%
Dividend yield
4.4%
Expected term
 4 years
Expected volatility
79.9%
   
 
 
11

 
 
A summary of our stock option activity and related information for 2011 is as follows:
 
   
Number
   
Weighted-Average
 
   
of Shares
   
Exercise Price
 
Outstanding at January 2, 2011
    2,817,650     $ 9.54  
Granted
    1,506,924       3.38  
Exercised
    -       -  
Forfeited/Canceled
    (48,750 )     10.89  
                 
Outstanding at October 2, 2011
    4,275,824     $ 7.36  
                 
Exercisable at October 2, 2011
    1,720,074     $ 11.88  
                 
 
Performance-Based Stock Awards
 
During the second quarter of 2011, the Company awarded 472,575 shares of performance-based restricted stock.  The performance-based stock awards will vest only upon the achievement of specific measurable performance criteria, and continued employment for two additional years.  Twenty-five percent of the shares will vest upon the achievement of specific performance goals by the Company for 2011.  The remaining shares will vest as follows: 25% in April 2012 and 50% in April 2013.  These shares have voting rights and accrue dividends during the performance period which will be paid if the shares vest.
 
The performance goals allow partial vesting if a minimum level of performance is attained.  If the minimum level of performance is not attained by the end of 2011, these stock awards will be forfeited and canceled, and all expense recognized to date will be reversed.  The amount of shares that ultimately vest could range from 50% to 150% of the initial shares granted.  Additional shares will be granted upon performance above the target level.
 
The fair value of the performance-based stock awards was based on the closing market price of our common stock on the date of award.  Expense for performance-based awards with graded vesting is recognized under the accelerated recognition method, whereby each vesting is treated as a separate award with expense for each vesting recognized ratably over the requisite service period.  We recognize compensation expense for awards subject to performance criteria when it is probable that the performance goal will be achieved.  Compensation expense is being recognized for the total amount of performance-based shares expected to vest and is subject to adjustment based on the actual level of achievement of the performance goal.  In the third quarter of 2011, we reversed $191,632 of previously recorded compensation expense related to performance-based restricted stock issued in 2011 that is not expected to vest.
 
For performance shares issued in 2010, the performance goals allowed partial vesting if a minimum level of performance was attained in 2010.  Based on the level of performance achieved, 163,574 shares were earned and 76,979 shares were forfeited and canceled in 2011.
 
A summary of our performance-based stock award activity and related information for 2011 is as follows:
 
         
Weighted-
 
   
Number
   
Average
 
   
of
   
Grant Date
 
   
Shares
   
Fair Value
 
             
Nonvested at January 2, 2011
    240,550     $ 5.82  
Granted
    472,575       3.39  
Vested
    (40,898 )     5.82  
Forfeited/Canceled
    (76,979 )     5.82  
                 
Nonvested at October 2, 2011
    595,248     $ 3.89  
                 
 
 
12

 
 
Service-Based Stock Awards
 
The fair value of the service-based stock awards granted in 2011 was based on the closing market price of our common stock on the date of award and is being amortized to expense on a straight-line basis over a vesting period of 4 years.  A summary of our service-based stock award activity and related information for 2011 is as follows:
 
   
Number
   
Weighted-Average
 
   
of Shares
   
Fair Value
 
             
Nonvested at January 2, 2011
    198,556     $ 5.66  
Granted
    153,400       3.39  
Vested
    (66,441 )     6.56  
Forfeited/Canceled
    (312 )     10.92  
                 
Nonvested at October 2, 2011
    285,203     $ 4.22  
                 
 
NOTE 9 – PENSION PLANS
 
Net periodic benefit cost includes the following components:
 
   
13 Weeks Ended
   
39 Weeks Ended
 
   
October 2,
   
October 3,
   
October 2,
   
October 3,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Interest cost on projected benefit obligation
  $ 5,455     $ 6,100     $ 16,374     $ 18,299  
Expected return on plan assets
    (5,858 )     (6,463 )     (17,573 )     (19,390 )
Amortization of prior service costs
    -       148       -       445  
Amortization of net actuarial losses from prior periods
    6,070       4,668       18,212       14,004  
Settlement loss
    -       -       453       -  
Total
  $ 5,667     $ 4,453     $ 17,466     $ 13,358  
                                 
 
As a result of associates retiring in 2011 and electing a lump-sum payment of their pension benefits under our non-qualified retirement plan, we recognized a settlement loss during the second quarter of 2011.  A pension settlement is recorded when the total lump sum payments for a year exceed total service and interest costs to be recognized for that year.  As part of the settlement, we recognized a pro-rata portion of the unrecognized net losses included in accumulated other comprehensive losses equal to the percentage reduction in the pension benefit obligation.  This non-cash charge is included in net periodic benefit cost.
 
NOTE 10 – POSTRETIREMENT BENEFIT PLANS
 
Net postretirement benefit cost includes the following components:
 
   
13 Weeks Ended
   
39 Weeks Ended
 
   
October 2,
   
October 3,
   
October 2,
   
October 3,
 
   
2011
   
2010
   
2011
   
2010
 
                         
Interest cost
  $ 53     $ 96     $ 161     $ 289  
Amortization of prior service credits
    (1,226 )     (1,150 )     (3,679 )     (3,449 )
Amortization of net actuarial losses
    114       122       342       365  
Recognition of new prior service credit
    (5,074 )     -       (5,074 )     -  
Recognition of unrecognized prior service credits
    (18,942 )     -       (18,942 )     -  
Recognition of unrecognized actuarial losses
    3,778       -       3,778       -  
                                 
   Total
  $ (21,297 )   $ (932 )   $ (23,414 )   $ (2,795 )
                                 
 
During the third quarter of 2011, we terminated our postretirement healthcare plan and will no longer offer medical benefits to currently retired employees, effective as of December 31, 2011.   While we have no successor plan to replace coverage for the retired employees currently covered by the plan, we are facilitating their purchase of individual plans in the marketplace.   Because the elimination of these benefits reduced benefits previously earned, this action was treated as a negative plan amendment that reduced the accumulated postretirement benefit obligation by $5,074 in the third quarter of 2011.
 
In addition, the plan amendment also resulted in a net credit of $15,164 to net postretirement benefit cost for the immediate recognition of previously unrecognized prior service credits and actuarial losses.  This net credit was offset by an adjustment to accumulated other comprehensive income and deferred tax liabilities.
 
 
13

 
 
NOTE 11 – SEGMENT REPORTING
 
In 2011, we reclassified certain customers between our segments to better align them with the core markets served.  Segment information for 2010 has been revised from previously reported information to reflect the current presentation.  In addition, we changed the allocation methodology for our finance, technology, and other corporate general and administrative expenses.  Previously, these expenses were allocated based on the business unit’s actual revenue as a percentage of actual consolidated revenue.  Beginning in 2011, these expenses are now allocated based on the business unit’s budgeted revenue as a percentage of budgeted consolidated revenue.
 
Information about our operations by segment for the 13-week periods ended October 2, 2011 and October 3, 2010 is as follows:
 
     
Healthcare
   
Financial
Services
   
Commercial
Markets
   
Industrial
   
Total
 
Revenue from external customers
2011
  $ 57,717     $ 43,032     $ 37,768     $ 19,026     $ 157,543  
 
2010
    61,385       43,665       40,039       18,499       163,588  
Operating income (loss)
2011
  $ 3,858     $ 2,809     $ (896 )   $ 80     $ 5,851  
 
2010
    4,876       1,455       (417 )     557       6,471  
 
Information about our operations by segment for the 39-week periods ended October 2, 2011 and October 3, 2010 is as follows:
 
     
Healthcare
   
Financial
Services
   
Commercial
Markets
   
Industrial
   
Total
 
Revenue from external customers
2011
  $ 177,440     $ 129,512     $ 119,739     $ 60,026     $ 486,717  
 
2010
    184,648       131,785       125,947       53,313       495,693  
Operating income (loss)
2011
  $ 12,365     $ 5,859     $ (1,519 )   $ 468     $ 17,173  
 
2010
    12,899       4,923       (2,950 )     (980 )     13,892  
 
Reconciling information between reportable segments and our consolidated financial statements is as follows:
 
   
13 Weeks Ended
   
39 Weeks Ended
 
   
October 2,
   
October 3,
   
October 2,
   
October 3,
 
   
2011
   
2010
   
2011
   
2010
 
Segment operating income
  $ 5,851     $ 6,471     $ 17,173     $ 13,892  
Restructuring and other exit costs
    (112 )     (32 )     65       (1,490 )
Amortization of net pension actuarial losses
    (6,070 )     (4,668 )     (18,212 )     (14,004 )
Pension settlement loss
    -       -       (453 )     -  
Other unallocated pension
    403       363       1,199       1,091  
Unallocated portion of postretirement credit
    15,164       -       15,164       -  
Environmental remediation
    (69 )     803       (69 )     803  
Other unallocated
    (29 )     (353 )     (123 )     (365 )
LIFO adjustment
    108       688       429       2,561  
Total other expense
    (570 )     (615 )     (1,216 )     (1,414 )
   Income before income taxes
  $ 14,676     $ 2,657     $ 13,957     $ 1,074  
 
 
14

 
 
NOTE 12 – COMMITMENTS AND CONTINGENCIES

The Company has participated with other Potentially Responsible Parties (“PRPs”) in the investigation, study, and remediation of the Pasco Sanitary Landfill Superfund Site (the “Pasco Site”) in eastern Washington State since 1998.  The Company was a member of a PRP Group known as the Industrial Waste Area Generators Group II (the “IWAG Group”).  In 2000, the IWAG Group and several other PRP groups entered into agreed orders with the Department of Ecology for implementation of interim remedial actions and expansion of groundwater monitoring.  In September 2010, the group entered into a new agreement creating the IWAG Group III.  The new agreement changed the allocation of responsibility among the members, which resulted in a significant decrease in our level of participation.  Based upon new investigations, it was also deemed probable that participation by certain other PRPs would increase for costs expected to be incurred after 2010.  At this time, an agreement has not yet been reached on the final remediation approach.  We have accrued our best estimate of our obligation and have an undiscounted liability of $1,080 that we currently believe is adequate to cover our portion of the total future potential costs of remediation.  We expect the costs to be incurred over a period of 60 years; however, the current proposed remediation approach could require monitoring for a longer period of time.  This estimate is contingent upon the final remedy agreed upon, the participation of other PRPs, the length of monitoring required, and the final agreed upon allocation.  Until a final remediation approach is approved and a final agreement is reached among all PRPs, it is reasonably possible that one or more of these factors could change our estimate; however, we are unable to determine the impact at this time.
 
From 1995 through 2003, the Company participated with other PRPs in the investigation, study, and remediation of the Valleycrest Landfill Site (the “Valleycrest Site”) in western Ohio.  The Company is a member of a PRP Group known as the Valleycrest Landfill Site Group (the “VLSG”).  In 2003, General Motors Corporation (“GM”) stepped into the Company’s position under the Site Participation Agreement and, in return for $270, agreed to indemnify the Company against certain future liability in connection with the Valleycrest Landfill Site.  Therefore, we did not previously record a liability for potential remediation costs.  In 2009, we were notified that in connection with GM’s bankruptcy filing, GM does not plan to continue contributions to the site, including its contractual obligation to indemnify the Company for future liability.  We believe that it is probable the Company will participate in remediation actions.  A remedial investigation and feasibility study was conducted by the VLSG which indicated a range of viable remedial approaches.  During 2010, we obtained an updated estimate of costs for possible final remedies.  At this early stage, a final remediation approach has not been selected, and we have accrued the estimate of our obligation based on the most likely approach.  In addition, we have also determined that GM will likely not be required to fund their originally allocated portion of the environmental costs.  However, GM has entered into an agreement with the VLSG to fund a small portion of these costs through bankruptcy settlements.  We have an undiscounted long-term liability of $2,342 that we currently believe is adequate to cover our portion of the total future potential costs of remediation, which are expected to be incurred over a period of 30 years.  This estimate is contingent upon the final remedy agreed upon, the participation of other PRPs not currently in the VLSG, and the final agreed upon allocation.  Until a final remediation approach is approved and a final agreement is reached among all PRPs, it is reasonably possible that one or more of these factors could change our estimate; however, we are unable to determine the impact at this time.
 
NOTE 13 – FAIR VALUE MEASUREMENTS

We have financial assets and liabilities that are not recorded at fair value but which require disclosure of their fair value.  The carrying value of cash equivalents approximates fair value due to the short-term maturity of these instruments and is not material.  We believe the carrying value of outstanding amounts under our secured revolving credit facility and capital lease obligation approximate fair value based on currently available market rates.
 
NOTE 14 – SUBSEQUENT EVENTS

The Company has evaluated for disclosure all subsequent events through the date the financial statements were issued and filed with the United States Securities and Exchange Commission.
 
 
15

 
 
Item 2 -MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in Millions, Except Per Share Amounts)
 
FORWARD-LOOKING INFORMATION
This report includes forward-looking statements covered by the Private Securities Litigation Reform Act of 1995.  A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur.  Forward-looking statements include statements in which we use words such as "anticipates," "projects," "expects," "plans," "intends," "believes," "estimates," "targets," and other similar expressions that indicate trends and future events.  Among other things, all statements regarding expectations related to our
 
decline in legacy products
 
expansion in core growth products
 
future financial condition, revenue trends, and cash flows
 
revenue from in-mold label products
 
projected costs or cost savings
 
capital expenditures
are forward-looking statements that involve certain risks and uncertainties.  Because forward-looking statements deal with future events, actual results for fiscal year 2011 and beyond could differ materially from our current expectations depending on a variety of factors including, but not limited to
 
the success of our plans to deal with the threats and opportunities brought by digital technology
 
the pace at which digital technologies erode the demand for certain traditional printed documents
 
our ability to attract and retain key personnel
 
variation in demand and acceptance of the Company's products and services
 
frequency, magnitude, and timing of paper and other raw material price changes
 
timing of the completion and integration of acquisitions
 
results of cost-containment strategies.

The Company undertakes no obligation to update forward-looking statements as a result of new information, since these statements may no longer be accurate or timely. You should read this Management’s Discussion and Analysis in conjunction with the financial statements and related notes included in this Quarterly Report on Form 10-Q (Quarterly Report) and included on Form 10-K for the year ended January 2, 2011 (Annual Report).
 
This Management’s Discussion and Analysis includes the following sections:
 
 
Critical Accounting Policies and Estimates—An update on the discussion provided in our Annual Report of the accounting policies that require our most critical judgments and estimates.
 
 
Results of Operations—An analysis of consolidated results of operations and segment results for the third quarter and year-to-date of 2011 and 2010.
 
 
Liquidity and Capital Resources—An analysis of cash flows and discussion of financial condition.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
In preparing the accompanying unaudited financial statements and accounting for the underlying transactions and balances, we applied the accounting policies disclosed in the Notes to the Consolidated Financial Statements contained in our Annual Report.  Preparation of these unaudited financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  Although we believe our estimates and assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates.
 
 
16

 
 
We believe that some of the more critical estimates and related assumptions are in the areas of pension benefit plan assumptions, fair value measurements, deferred taxes, inventories, environmental liabilities, revenue recognition, and share-based and incentive compensation.  For a detailed discussion of these critical accounting estimates, see the Management’s Discussion and Analysis included in our Annual Report.  The following is a discussion of changes to those policies and estimates during 2011.
 
We have discussed the development and selection of the critical accounting policies and the related disclosures included in this Quarterly Report with the Audit Committee of our Board of Directors.
 
Revenue Recognition
 
We enter into arrangements with customers that contain multiple elements or deliverables such as custom-printed products, warehousing services, and custom-delivery services.  During 2011, we adopted a new accounting standard that requires us to use a hierarchy to allocate arrangement consideration to each element in a multiple-element arrangement.  The hierarchy requires the use of vendor specific evidence of fair value (VSOE), third-party evidence of selling price (TPE), or best estimate of selling price (ESP).  VSOE represents the price of the deliverable when sold on a stand-alone basis, while TPE represents the price that outside vendors charge on a stand-alone basis.  ESP is management’s best estimate of the selling price on a stand-alone basis using available internal and external data and should be used only when VSOE or TPE cannot be established.
 
Two of our deliverables, custom-printed products and warehousing services, require the use of ESP.  Determining ESP requires us to make judgments and assumptions regarding the value of these deliverables on a stand-alone basis.  To determine ESP, we consider internally-generated data such as estimated costs for materials, labor, manufacturing and administrative costs, as well as external data such as observable pricing for similar products and current industry and competitive market conditions.  In addition, we consider product life cycle stages, profit margins, assumed volume/activity levels, and typical agreement terms.  We routinely update, analyze, and weight this data based on the significance we believe each assumption bears on the selling prices we ultimately could charge.  As such, our determination of ESP requires significant judgment.
 
We adopted the new accounting standard on a prospective basis for new or materially modified arrangements beginning in 2011.  The adoption of this standard did not have a material effect on our financial statements; however, future changes in the assumptions utilized or judgments could change the timing or amount of revenue that we report in future periods.
 
Share-Based and Incentive Compensation
 
During the second quarter of 2011, the Company awarded 472,575 shares of performance-based restricted stock.  Twenty-five percent of the shares will vest upon the achievement of specific performance goals by the Company in 2011.  The remaining shares will vest as follows: 25% in April 2012 and 50% in April 2013.
 
The performance goals allow partial vesting if a minimum level of performance is attained.  If the minimum level of performance is not attained by the end of 2011, these stock awards will be forfeited and canceled, and all expense recognized to that date will be reversed.  The amount of shares that ultimately vest could range from 50% to 150% of the initial shares granted.  Additional shares will be granted upon performance above the target level.
 
The Company also has an approved management incentive plan for 2011 that will allow payment of cash awards based upon the achievement of three separate performance goals by the Company and its operating segments by the end of 2011.  Awards will be determined based upon the level of achievement of each of the performance goals, with no awards for performance under a minimum level.  Awards are also subject to a maximum payout once a certain level of performance is achieved.
 
The amount of compensation expense recognized under these arrangements is dependent on the total amount of performance-based shares we expect to vest and the expected achievement level of performance goals.  This requires us to evaluate the probability of achieving the annual performance goals and assess the level of goal achievement each quarter.  In prior quarters, we had been accruing expense based upon achieving performance sufficient to earn 50% of the performance-based shares and $2.4 million under the management incentive plan.  Based upon revised forecasts for the remainder of 2011 and our assessment of the probability of attaining minimum performance targets, we are no longer accruing expense for these awards.  As a result, during the third quarter we reversed $0.1 million of expense related to the performance shares and $1.2 million of expense related to the management incentive plan that had been accrued in previous quarters.  The actual amount of compensation expense recorded in the fourth quarter will be based on the actual level of achievement of the performance goals.
 
 
17

 
 
Goodwill
 
During the second quarter of 2011, we performed the annual impairment test for goodwill.  The test was performed at the reporting unit level using the two-step approach required by generally accepted accounting principles.
 
The first step of the test required us to compare the fair value of the reporting units to the carrying value of the assets assigned to those reporting units, including goodwill.  If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed.  If the carrying amount of a reporting unit exceeds the estimated fair value, step two is completed to determine the amount of the impairment loss.
 
To determine fair value, we followed an income approach utilizing a discounted future cash flow methodology.  The determination of the fair value of the reporting units required us to make significant estimates and assumptions, including revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, and future economic and market conditions.  In addition, we made certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units.  Though we believe our assumptions are reasonable, actual financial results could be different due to unanticipated events and circumstances that may occur.
 
The following describes the key assumptions used in our fair value calculations:
 
 
Revenue and cost assumptions:  Using historical trending and internal forecasting techniques, we projected revenue and costs for the remainder of 2011 through 2014.  Factory cost/revenue forecasts were based on both historical information and the Company’s current strategic plan.  A terminal value was then applied to the projected cash flow stream based on the three-year cash flow.
 
We calculated three outcomes: a most likely, a best case, and a worst case based on future cash flow projections.  All outcomes were weighted to arrive at an overall projected cash flow.
 
 
Discount rate determination: We used the industry weighted-average cost of capital that reflects the weighted average return on debt and equity of our peer group from a market participant perspective.
 
The results of our test indicated that the fair values of our reporting units were greater than their carrying value; therefore, goodwill was not impaired.
 
In addition to calculating a range of possible outcomes, we also performed a sensitivity analysis designed to understand the relative impact of the major assumptions used in our calculations.  If our estimate of expected future cash flows had been 5% lower, or there was a 1% variation in either the terminal value or the discount rate , the expected future cash flows would still have exceeded the carrying value of the assets, including goodwill.
 
Recently Adopted and Issued Accounting Pronouncements
Recently adopted and issued accounting standards and their estimated effect on our consolidated financial statements are described in Note 2, “Recently Adopted and Issued Accounting Pronouncements,” to the Consolidated Financial Statements.
 
EXECUTIVE SUMMARY
 
During 2011, we continued advancing core growth products.  With the exception of our Commercial Markets segment, revenue increased in these products in each of our business units.  New products aligned with our strategic focus were also introduced, and initial responses to these solutions have been positive.  Our market focus allowed us to continue to expand sales to existing customers and acquire new customers.  However, declines in the overall demand for our legacy products continued to outpace these advancements, particularly as the recovery in the economy has been slow.
 
To overcome the declines in our legacy products, we expect to accelerate the advancement of our core growth solutions, expand sales with existing customers, and increase our customer base.  Consistent with these plans, during the third quarter, we acquired 100% of the ownership interest in Dialog Medical.  Dialog Medical provides solutions for managing the patient informed consent process and will be operated as a wholly-owned subsidiary reporting through our Healthcare business unit.  We believe this acquisition strengthens and broadens our leadership in the healthcare market, compliments our portfolio of solutions, and enhances our ability to continue to advance our core growth products in the healthcare market.
 
We also remained focused on controlling costs through our continuous cost improvement program.  However, increased costs related to newly acquired business, higher material costs, and unexpected declines in volume resulted in declines in the gross margin percentages for the third quarter and year-to-date.  We will proactively continue to execute our strategy and react to any further deterioration of the overall economy.
 
 
18

 
 
RESULTS OF OPERATIONS
 
The discussion that follows provides information which we believe is relevant to an understanding of our consolidated results of operations and financial condition, supplemented by a discussion of segment results where appropriate.
 
In addition, the following table presents “Non-GAAP net income,” which is a non-GAAP financial measure and represents net income excluding pension loss amortization, pension settlement and postretirement plan amendment, restructuring charges, and asset impairments.  Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows where amounts are either excluded or included not in accordance with generally accepted accounting principles.  The presentation of non-GAAP information is not meant to be considered in isolation or as a substitute for results prepared in accordance with accounting principles generally accepted in the United States.  We believe that this non-GAAP financial measure provides a more complete understanding of our current underlying operating performance, a clearer comparison of current period results with past reports of financial performance, and greater transparency regarding information used by management in its decision making.  This presentation is consistent with the manner in which our Board of Directors internally evaluates performance.
 
   
13 Weeks Ended
         
39 Weeks Ended
       
Consolidated Results
 
October 2,
2011
   
October 3,
2010
   
%
Change
   
October 2,
2011
   
October 3,
2010
   
%
Change
 
Revenue
  $ 157.5     $ 163.6       -4%     $ 486.7     $ 495.7       -2%  
Cost of sales
    111.3       111.8       0%       335.9       338.6       -1%  
Gross margin
    46.2       51.8       -11%       150.8       157.1       -4%  
  Gross margin % of sales
    29.3 %     31.7 %             31.0 %     31.7 %        
                                                 
SG&A expense
    51.1       49.3       4%       155.4       153.9       1%  
Pension settlement and postretirement plan amendment
    (20.2 )     -       100%       (19.7 )     -       100%  
Restructuring and other exit costs
    0.1       -       100%       (0.1 )     1.5       -107%  
Environmental remediation
    0.1       (0.8 )     -113%       0.1       (0.8 )     -113%  
Other expense, net
    0.5       0.6       -17%       1.2       1.4       -14%  
Income before income taxes
    14.6       2.7       441%       13.9       1.1       1164%  
Income tax expense
    6.2       1.3       377%       5.9       0.6       883%  
     % rate
    42.7 %     48.0 %             42.4 %     57.4 %        
Net income
  $ 8.4     $ 1.4       500%     $ 8.0     $ 0.5       1500%  
                                                 
Non-GAAP net income:
                                               
Net income
  $ 8.4     $ 1.4             $ 8.0     $ 0.5          
Adjustments:
                                               
Pension loss amortization
    6.1       4.7               18.2       14.0          
Pension settlement and postretirement plan amendment
    (20.2 )     -               (19.7 )     -          
Restructuring and other exit costs
    0.1       -               (0.1 )     1.5          
Income tax effect of adjustments (at statutory tax rates)
    5.6       (1.9 )             0.6       (6.2 )        
Non-GAAP net income
  $ 0.0     $ 4.2             $ 7.0     $ 9.8          
 
Revenue and cost of sales
 
The following table details the estimated changes in revenue and cost of sales due to units and price for the third quarter and year-to-date 2011.  Changes in product mix did not materially contribute to the changes.
 
   
% of Revenue Change
   
% Cost of Sales Change
 
   
Quarter
   
Year-to-Date
   
Quarter
   
Year-to-Date
 
                         
Units
    -5 %     -3 %     -3 %     -2 %
Price
    1 %     1 %     2 %     1 %
      -4 %     -2 %     -1 %     -1 %
                                 
 
 
19

 
 
Revenue and cost of sales declined during the third quarter and year-to-date 2011 primarily due to units.  Overall, revenue from print products declined approximately $4.5 million for the quarter and $10.6 million year-to-date.  Sales of our core print products, primarily marketing and communications, increased approximately $3.5 million and $8.2 million for the quarter and year-to-date.  However, declines from legacy print products, primarily business forms and transactional documents, declined $8.0 million for the quarter and $18.8 million year-to-date.
 
Increases in revenue due to price for the quarter and year-to-date 2011 were driven primarily by the pass-through of material price increases.
 
Cost of sales increased due to price for the quarter and year-to-date as a result of higher material costs and increased costs associated with newly acquired customers.  Costs also increased year-to-date 2011as compared to 2010 due to a $2.1 million less favorable LIFO adjustment.  We realized savings from previously implemented cost reduction initiatives, which partially offset these increases.  However, the gross margin percentages for the third quarter and year-to-date 2011 declined compared with 2010.
 
SG&A expense
 
On a year-to-date basis, we continued to realize benefits from previously implemented restructuring and cost reduction initiatives, primarily in selling compensation and related expenses, communication service costs, and facility costs.  In addition, incentive compensation, employee healthcare costs and planned technology spending were lower in 2011 as compared with 2010.  However, increased pension amortization of approximately $4.1 million, higher administrative compensation of approximately $1.9 million, and the absence of one-time sales tax refunds of approximately $1 million offset these savings.  As a result, total SG&A expense increased year-to-date in 2011 compared with 2010.
 
Pension settlement and postretirement plan amendment
 
As a result of associates retiring and electing a lump-sum payment of their pension benefit, we recorded non-cash settlement charges of $0.5 million in the second quarter related to our non-qualified retirement plan.  A pension settlement charge is recorded when the total lump sum payments for a year exceed total service and interest costs recognized for that year.  The settlement charge recognizes a pro-rata portion of the unrecognized actuarial losses at the date of the settlement.  Due to additional retirements in the third quarter, we expect a settlement to be recorded in the fourth quarter.  However, at this time, we cannot estimate the amount of settlement expected.
 
During the third quarter of 2011, we terminated our postretirement healthcare plan and will no longer offer medical benefits to currently retired employees, effective as of December 31, 2011.  Because the elimination of these benefits reduced benefits previously earned, this action was treated as a negative plan amendment that reduced the accumulated postretirement benefit obligation by $5.1 million in the third quarter of 2011.
 
In addition, the plan amendment also resulted in a net credit of $15.2 to net postretirement benefit cost for the immediate recognition of previously unrecognized prior service credits and actuarial losses.  This credit was offset by an adjustment to accumulated other comprehensive income and deferred tax liabilities.
 
As a result of the plan termination, we will no longer amortize any unrecognized prior service credits and actuarial losses in future periods.  This amortization previously had been favorably impacting operating expenses by approximately $1.0 million per quarter or $4.0 annually.
 
Taxes
 
The third quarter and year-to-date effective tax rates for 2010 were higher compared with 2011 primarily as a result of the following factors: permanent differences related to the deductibility of executive compensation and higher state taxes related to gross margin-based taxes.
 
Net income
 
Third quarter and year-to-date net income improved as compared with 2010 due primarily to the postretirement plan amendment, which was partially offset by reduced margins and higher SG&A costs during the third quarter.  Excluding pension loss amortization, pension settlement and postretirement plan amendment, and restructuring, non-GAAP net income for the third quarter was lower compared to 2010 primarily due to the decline in gross margin during the quarter.
 
 
20

 
 
Segment Operating Results
 
The following table presents Revenue, Gross Margin, and Operating Income (Loss) for each of our reportable segments for the 13 and 39-week periods ended October 2, 2011 and October 3, 2010.  During the first quarter of 2011, we reclassified certain customers between our segments to better align them with the core markets served.  Segment information for 2010 has been revised from previously reported information to reflect the current presentation.  In addition, we changed the allocation methodology for our finance, technology, and other corporate general and administrative expenses.  Previously, these expenses were allocated based on the business unit’s actual revenue as a percentage of actual consolidated revenue.  Beginning in 2011, these expenses are now allocated based on the business unit’s budgeted revenue as a percentage of budgeted consolidated revenue.
 
   
13 Weeks Ended
         
39 Weeks Ended
       
   
October 2,
         
October 3,
         
October 2,
         
October 3,
       
   
2011
         
2010
   
% Chg
   
2011
         
2010
   
% Chg
 
Revenue
                                               
Healthcare
  $ 57.7           $ 61.4       -6.0%     $ 177.4           $ 184.7       -4.0%  
Financial Services
    43.0             43.7       -1.6%       129.5             131.8       -1.7%  
Commercial Markets
    37.8             40.0       -5.5%       119.8             125.9       -4.8%  
Industrial
    19.0             18.5       2.7%       60.0             53.3       12.6%  
                                                             
Consolidated Revenue
  $ 157.5           $ 163.6       -3.7%     $ 486.7           $ 495.7       -1.8%  
                                                             
           
% Rev
           
% Rev
           
% Rev
           
% Rev
 
Gross Margin
                                                           
Healthcare
  $ 19.6       33.8%     $ 22.1       36.0%     $ 63.1       35.6%     $ 67.1       36.3%  
Financial Services
    11.8       27.4%       12.3       28.1%       37.7       29.1%       39.1       29.7%  
Commercial Markets
    9.3       24.6%       10.7       26.8%       32.1       26.8%       32.7       26.0%  
Industrial
    5.5       28.4%       6.0       32.4%       17.5       29.2%       15.6       29.3%  
                                                                 
Total Segments (1)
  $ 46.2       29.3%     $ 51.1       31.2%     $ 150.4       30.9%     $ 154.5       31.2%  
                                                                 
Operating Income (Loss)
                                                               
Healthcare
  $ 3.8       6.6%     $ 4.9       8.0%     $ 12.3       6.9%     $ 12.9       7.0%  
Financial Services
    2.9       6.7%       1.5